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☒ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☐ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under §240.14a-12 |
PROOFPOINT, INC. |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
Payment of Filing Fee (Check the appropriate box): | ||||||
☐ | | | No fee required. | |||
☒ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| | (1) | | | Title of each class of securities to which transaction applies: | |
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| | | | Proofpoint, Inc. Common stock (“Proofpoint common stock”) | ||
| | (2) | | | Aggregate number of securities to which transaction applies: | |
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| | | | At the close of business on May 25, 2021, 64,579,877 shares of Proofpoint common stock. | ||
| | (3) | | | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
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| | | | The maximum aggregate value was determined based upon the sum of: (A) 57,881,027 shares of Proofpoint common stock (which includes 13,578 Company RSUs (as defined herein) and 254,029 Company PSUs (as defined herein)) multiplied by $176.00 per share; (B) options to purchase 724,278 shares of Proofpoint common stock multiplied by $140.03 (the difference between $176.00 and the weighted average exercise price of $35.97 per share); and (C) 5,974,572 shares of Proofpoint common stock issuable upon conversion of the Convertible Notes (as defined herein) multiplied by $176.00 per share. | ||
| | (4) | | | Proposed maximum aggregate value of transaction: | |
| | | | |||
| | | | $11,340,006,072 | ||
| | (5) | | | Total fee paid: | |
| | | | |||
| | | | $1,237,194.66 In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filed fee was determined by multiplying $11,340,006,072 by 0.00010910. | ||
☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
| | (1) | | | Amount Previously Paid: | |
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| | (2) | | | Form, Schedule or Registration Statement No.: | |
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| | (3) | | | Filing Party: | |
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| | (4) | | | Date Filed: | |
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